NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE
On 29 January 2025, Qlife Holding AB ("Qlife" or the "Company") announced a rights issue of approximately SEK 11.8 million (the "Rights Issue"). The subscription period of the Rights Issue ended on 25 February 2025. Today, Qlife announces the outcome of the Rights Issue. The subscription summary shows that 3,701,414 shares, corresponding to approximately 62.9 percent of the Rights Issue, were subscribed for by exercise of subscription rights. In addition, 695,555 shares were subscribed for without subscription rights, corresponding to approximately 11.8 percent of the Rights Issue. The remaining portion, up to approximately 90.7 percent subscription of the Rights Issue, corresponding to approximately SEK 1.9 million or approximately 15.9 percent of the Rights Issue, has been allocated to guarantors in the top-down-guarantee in accordance with the agreed top-down-guarantee commitments. Consequently, no guarantee commitments under the framework of the bottom guarantee will be utilized. Accordingly, the Rights Issue has been subscribed to a total of 90.7 percent. Through the Rights Issue, the Company will thus receive gross proceeds of approximately SEK 10.7 million, before set-offs and issue costs.
"What a journey this past year has been! A year ago, I could never have imagined that we would be in such a strong position today-but we've made it happen. We have truly turned the Company around. We've successfully launched several products and are relentlessly pushing forward to bring even more to market. This is just the beginning.
I want to extend my heartfelt thanks to both our existing and new investors who participated in the rights issue. The high subscription rate is a powerful vote of confidence, showing that investors are starting to believe in the Company's future. That belief is shared by our board members, management team, and myself-we are fully committed and have personally chosen to invest in this rights issue.
We have an ambitious journey ahead, and I couldn't be more excited for what's next. This is just the beginning, and the best is yet to come!" - Says Thomas Warthoe, CEO of Qlife.
Subscription and allotment
The subscription summary shows that 3,701,414 shares, corresponding to approximately 62.9 percent of the Rights Issue, were subscribed for by exercise of subscription rights. In addition, 695,555 shares were subscribed for without subscription rights, corresponding to approximately 11.8 percent of the Rights Issue. The remaining part, up to approximately 90.7 percent subscription of the Rights Issue, corresponding to SEK 1.9 million or approximately 15.9 percent, has been allocated to the top-down guarantors in accordance with the entered top-down-guarantee commitments. Consequently, no guarantee commitments under the framework of the bottom guarantee will be utilized. Accordingly, the Rights Issue has been subscribed to a total of 90.7 percent. Through the Rights Issue, the Company will thus receive gross proceeds of approximately SEK 10.7 million, before set-offs and issue costs. The set-offs amounts to approximately SEK 3.1 million.
In accordance with their previously announced, non-binding intention, as communicated by the Company through press release on 12 February 2025, members of the Board of Directors and management, including CEO Thomas Warthoe, via company, and the Chairman of the Board, Lars Bangsgaard, via company, have subscribed for 600,000 shares with subscription rights, corresponding to approximately SEK 1.2 million.
Allocation of shares subscribed for without subscription rights has been made in accordance with the allocation principles described in the information memorandum that has been prepared in connection with the Rights Issue and published by the Company on 10 February 2025 (the "Memorandum"). Notification regarding allocation will be made by posting a contract note to each subscriber. Allocated shares shall be paid for in accordance with the instructions in the contract note.
Shares, share capital, and dilution
Through the Rights Issue, the number of shares in Qlife increases with 5,334,330 shares, from 7,060,581 shares to 12,394,911 shares and the share capital increases by SEK 853,492.80 from SEK 1,129,692.96 to SEK 1,983,185.76. The dilution from the Rights Issue amounts to approximately 43.0 percent of the capital and votes of the Company.
Trading in BTA
Trading in BTA (Sw. betald tecknad aktie) takes place on Nasdaq First North Growth Market under the short name QLIFE BTA until the Rights Issue has been registered with the Swedish Companies Registration Office, which is expected to take place around 18 March 2025. After approximately one week, BTA will then be converted to shares. Trading in the shares will thereafter take place on Nasdaq First North Growth Market as soon as possible after completed registration with the Swedish Companies Registration Office.
Compensation to guarantors
In connection with the Rights Issue, investors have provided guarantee commitments. The guarantee commitments are composed partly of a so called bottom guarantees of approximately SEK 7.1 million and partly of free of charge so called top-down-guarantees of approximately SEK 1.9 million, of which the latter are intended to be fulfilled through set-off of outstanding claims. For guarantee commitments made within the framework of the bottom guarantee, a guarantee fee of fifteen (15) percent of the guaranteed amount will be paid in cash, or alternatively, twenty (20) percent of the guaranteed amount in newly issued shares. Each guarantor within the bottom guarantee has the right to choose whether the guarantee compensation should be paid in cash or in the form of shares. No compensation will be paid for provided top-down-guarantee commitments.
The subscription price for any shares issued as guarantee compensation has been set at SEK 2 per share, corresponding to the subscription price in the Rights Issue. Bottom guarantors who wish to receive their guarantee compensation in the form of shares must notify Eminova Partners Corporate Finance AB accordingly. Any decision regarding the issuance of shares to base guarantors will be announced through a separate press release.
Credit Facility
In accordance with the Company's press release from 29 January 2025, the Company has in connection with the Rights Issue entered into an agreement regarding a credit facility of up to SEK 5.6 million with JEQ Capital AB. The credit facility will be disbursed no earlier than 30 June 2025. The loan has a set-up fee of 7.5 percent and disbursed amounts under the credit facility will carry an interest rate of 1.5 percent for each commenced thirty-day period. As part of the compensation, the JEQ Capital AB will receive 1,250,000 warrants of series TO7 free of charge. JEQ Capital AB has the right, but not the obligation, to refrain from disbursing the loan if, at the time of the drawdown, the amount to be disbursed exceeds 20 percent of the borrower's then-current market value. Disbursed amounts under the credit facility will fall due 31 March 2026. For more information on the credit facility and terms of the warrants of series TO7, please refer to the Company's press release from 29 January 2025.
Advisors
Eminova Partners Corporate Finance AB act as financial advisor, and Eminova Fondkommission AB has been appointed as issuing agent, in connection with the Rights Issue. Moll Wendén Advokatbyrå AB is legal advisor to Qlife.
For more information, please contact:
Thomas Warthoe
Chief Executive Officer (CEO)
Phn: +45 21 63 35 34
E-mail: tw@egoo.health
Qlife is a Swedish company based in Göteborg, which develops and markets an innovative medical technology platform, Egoo.Health ("Egoo"), with the goal of giving people access to clinical biomarker data when testing at home. The company is listed on the Nasdaq First North Growth Market (ticker: QLIFE). G&W Fondkommission is the Company's Certified Adviser. For additional information, please visit www.qlifeholding.com.
Important information
The publication, release or distribution of this press release in certain jurisdictions may be restricted by law and persons in the jurisdictions in which this press release has been published or distributed should inform themselves about and observe any such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction. This press release does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for any securities issued by the Company in any jurisdiction in which such offer or solicitation would be unlawful.
This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved or reviewed by any regulatory authority in any jurisdiction. A prospectus will not be prepared in connection with the Rights Issue. Nor does this press release constitute an exemption document in the form prescribed by the Prospectus Regulation Annex IX.
This press release does not constitute an offer or invitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an applicable exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States of America, Canada, Australia, New Zealand, Japan, Hong Kong, South Korea, Singapore, South Africa, Switzerland, Russia or Belarus or any other jurisdiction where such announcement, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions contrary to this instruction may constitute a violation of applicable securities laws.
In the United Kingdom, this press release and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
The Company considers that it carries out protection-worthy activities under the Swedish Screening of Foreign Direct Investments Act (the "FDI Act") (Sw. lag (2023:560) om utländska direktinvesteringar). According to the FDI Act, the Company must inform presumptive investors that the Company's activities may fall under the regulation and that the investment may be subject to mandatory filing. If an investment is subject to mandatory filing, it must prior to its completion, be filed with the Swedish Inspectorate for Strategic Products (the "ISP"). An investment may be subject to mandatory filing if i) the investor, a member of the investor's ownership structure or a person on whose behalf the investor is acting would, after the completion of the investment, hold votes in the Company equal to, or exceeding any of the thresholds of 10, 20, 30, 50, 65 or 90 percent of the total number of votes in the Company, ii) the investor would, as a result of the investment, acquire the Company, and the investor, a member of the investor's ownership structure or a person on whose behalf the investor is acting, would, directly or indirectly, hold 10 percent or more of the total number of votes in the Company, or iii) the investor, a member of the investor's ownership structure or a person on whose behalf the investor is acting, would acquire, as a result of the investment, direct or indirect influence on the management of the Company. The investor may be imposed an administrative sanction charge if a mandatory filing investment is carried out before the ISP either i) decided to leave the notification without action or ii) authorised the investment. Each shareholder should consult an independent legal adviser on the possible application of the FDI Act in relation to the Rights Issue for the individual shareholder.
This press release does not identify or purport to identify any risks (direct or indirect) that may be associated with an investment in new shares. This press release does not constitute an invitation to underwrite, subscribe or otherwise acquire or transfer securities in any jurisdiction. This press release does not constitute a recommendation for any investor's decision regarding the Rights Issue. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities may go down as well as up and past performance is no guide to future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs or expectations regarding the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and can be identified by the use of words such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "anticipates", "should", "could" and, in each case, the negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialize or that they are accurate. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes could differ materially from those in the forward-looking statements for a variety of reasons. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements contained in this press release are accurate and any reader of this press release should not place undue reliance on the forward-looking statements contained in this press release. The information, opinions and forward-looking statements expressed or implied herein are made only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless required to do so by law or the rules of Nasdaq First North Growth Market.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in the Company have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.
This information was provided by the contact person above for publication on 26-02-2025 19:27 CET
